Current Report Filing (8-k)
December 22 2021 - 10:21AM
Edgar (US Regulatory)
0001213660
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CN
0001213660
2021-12-20
2021-12-20
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December
20, 2021
BIMI International Medical Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-34890
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02-0563302
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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9th Floor, Building 2, Chongqing Corporation Avenue,
Yuzhong District, Chongqing, P. R. China
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116000
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code: (8604) 1182209211
Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value
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BIMI
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The Nasdaq Stock Market LLC
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 20, 2021,
the Company entered into a stock purchase agreement (the “Mali Hospital SPA”) to acquire Bengbu Mali OB-GYN Hospital Co.,
Ltd. (“Mali Hospital”), a private OB-GYN specialty hospital with 199 beds located in Bengbu city in the southeast region
of the People’s Republic of China.
Pursuant
to the Mali Hospital SPA, the Company will purchase all the issued and outstanding equity interests in Mali Hospital in consideration
of US$16,750,000. At the closing, $2,800,000 in cash and 3,000,000 shares of the Company’s common stock (the “Common Stock”)
valued at US$ 9,000,000, or $3.00 per share will be delivered as partial consideration for the purchase of Mali Hospital. The remainder
of the purchase price of 1,650,000 shares of Common Stock valued at US$4,950,000, or $3.00 per share (the “Earnout Amount”),
is subject to post-closing adjustments based on the performance of Mali Hospital in 2022 and 2023.
If the net profit of Mali
Hospital in 2022 equals or exceeds the net profit target, which is RMB 5,000,000 (approximately US $770,000), approximately 50% of the
Earnout Amount will be paid to the sellers or their designees by the issuance of 800,000 shares of Common Stock. If the net profit target
is not met, a reduced number of shares of Common Stock will be issuable based on the ratio of the actual net profit to the net profit
target. The sellers or their designees will receive about 50% (or a smaller portion) of the Earnout Amount (850,000 shares of Common
Stock), subject to Mali Hospital reaching a similar performance target in 2023.
The Mali Hospital SPA
also sets forth circumstances where the Company may elect, in its sole discretion, to pay the entire Earnout Amount to the sellers or
their designees on an earlier date if the 2022 net profit target is met or exceeded (the “Accelerated Earnout Payment”).
In the event an Accelerated Earnout Payment is made, the sellers will not be eligible to receive any additional payment under the Mali
Hospital SPA.
The closing of the Mali
Hospital SPA is expected to take place in January 2022, subject to necessary regulatory approvals.
The foregoing description
of the Mali Hospital SPA does not purport to be complete and is qualified in its entirety by reference to the Mali Hospital SPA, which
is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.
Item 8.01 Other Events
On December 21, 2021,
the Company issued a press release announcing the entry into of the Mali Hospital SPA.
A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information under
this Item 8.01, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not
be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The information in this
Current Report on Form 8-K, including Exhibit 99.1, may contain forward-looking statements based on management’s current expectations
and projections, which are intended to qualify for the safe harbor of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The statements contained herein that are not historical facts are considered
“forward-looking statements.” Such forward-looking statements may be identified by, among other things, the use of forward-looking
terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates”
or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.
In particular, statements regarding the efficacy of investment in research and development are examples of such forward-looking statements.
The forward-looking statements include risks and uncertainties, including, but not limited to, the effect of political, economic, and
market conditions and geopolitical events; legislative and regulatory changes that affect our business; the availability of funds and
working capital; the actions and initiatives of current and potential competitors; investor sentiment; and our reputation. The Company
not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or
circumstances that occur after the date of this report. The factors discussed herein are expressed from time to time in the Company’s
filings with the Securities and Exchange Commission available at http://www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 21, 2021
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BIMI International Medical Inc.
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By:
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/s/ Tiewei Song
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Name:
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Tiewei Song
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Title:
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Chief Executive Officer
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